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Notice Regarding the Lifting of Share Lock-up Restrictions on Shares Subject to Sale Restrictions
Securities Code: 000530; 200530 Securities Abbreviation: Daling Shares; Daling B Announcement No.: 2011-001
Dalian Refrigeration Co., Ltd.
Announcement on the Listing and Circulation of Restricted Shares Following Share Reform
| The Company and all members of the Board of Directors hereby certify that the contents of this announcement are true, accurate, and complete, and that there are no false records, misleading statements, or material omissions. |
Special Note:
●The actual number of restricted shares that may be listed and traded this time is 57,641,762, representing 16.47% of the company’s total shares.
● The restricted shares in this offering will be eligible for trading on the market starting January 21, 2011.
I. Overview of the Share Structure Reform Plan
1. Overview of the Consideration Plan for the Share Structure Reform
Under the equity separation reform plan, on the record date for equity registration, each holder of 10 shares of the Company’s tradable A shares will receive 3.0 shares paid by Dalian Bingshan Group Co., Ltd. With the exception of Dalian Bingshan Group Co., Ltd., all other non-tradable shareholders of the Company are institutional investors that raised capital through share offerings; such institutional shareholders will not provide any consideration to the Company’s tradable A-share holders, nor will they be entitled to the consideration provided by Dalian Bingshan Group Co., Ltd.
2. Date and session of the shareholders’ meeting at which the share structure reform plan was approved
On December 29, 2005, the company’s relevant shareholders’ meeting approved the share structure reform plan.
3. Effective Date of the Share Structure Reform Plan
January 9, 2006.
II. Commitments Made by Holders of Restricted Shares Eligible for Public Trading in This Offering and Their Fulfillment
|
Serial Number
|
Name of Restricted Share Holder
|
Commitments and Additional Commitment Details
|
Status of Fulfillment of Commitments and Additional Commitments
|
|
1
|
Dalian Bingshan Group Co., Ltd. | The state-owned shares held in Daling Shares shall not be listed for trading or transferred within twelve months from the date on which they obtain the right to be traded on the A-share market; following the expiration of the aforementioned commitment period, such shares shall also not be listed for trading within a further forty-eight months. Furthermore, the Company will propose at the annual general meeting a dividend distribution plan for each year from 2005 to 2007 whereby the annual dividend shall be no less than 50% of Daling Shares’ distributable profits for that year, and undertakes to vote in favor of such proposal at the general meeting. Upon completion of this share structure reform, the Company will authorize the Board of Directors of Daling Shares to, in accordance with relevant national policies and regulations, promptly formulate and implement an equity-based incentive and restraint mechanism for management. | With the exception of the equity incentive plan for the management of Daling Shares, which has not yet been implemented due to immature objective conditions, Dalian Bingshan Group Co., Ltd. has fulfilled the commitments it made during the shareholding reform. |
Based on the fulfillment of the aforementioned share reform commitments, and to ensure the ultimate implementation of the equity incentive plan for the management of Dalian Cold Co., Ltd., 25% of the restricted shares held by Dalian Bingshan Group Co., Ltd. (19,213,921 shares) will remain subject to lock-up restrictions and may be released only upon the final implementation of the equity incentive plan for the company’s management.
III. Arrangements for the Listing and Circulation of Restricted Shares in This Offering
1. The restricted shares in this offering will be eligible for trading on the market starting January 21, 2011.
2. The total number of shares eligible for trading on the market this time is 57,641,762, representing 16.47% of the company’s total outstanding shares.
3. The details of the tradability of the restricted shares in this offering are as follows:
|
Serial Number
|
Name of Restricted Share Holder
|
Number of restricted shares held (shares)
|
Number of shares eligible for trading this time (shares)
|
Proportion of shares eligible for trading on the market this time relative to the company’s total share capital (%)
|
Number of frozen shares (shares)
|
Remarks
|
|
1
|
Dalian Bingshan Group Co., Ltd. |
76,855,683
|
57,641,762
|
16.47%
|
0
|
|
| Total |
76,855,683
|
57,641,762
|
16.47%
|
0
|
|
IV. Changes in Share Capital Structure and Shareholder Holdings
The share capital structure before and after the lifting of the sale restrictions is as follows:
|
Share Type
|
Restricted Shares for This Offering
Before listing and trading
|
This time
Number of changes
|
Restricted Shares for This Offering
After being listed and traded
|
||
|
Number of shares
|
Proportion
|
Number of shares
|
Proportion
|
||
| I. Tradable Shares Subject to Sale Restrictions |
|
|
|
|
|
| 1. State Ownership | |||||
| 2. State-owned legal person shareholding | |||||
| 3. Shareholding by domestic general legal entities |
76,855,683
|
21.96%
|
-57,641,762
|
19,213,921
|
5.49%
|
| 4. Shareholding by natural persons within the territory | |||||
| 5. Shareholding by Foreign Legal Entities | |||||
| 6. Shareholding by Foreign Natural Persons | |||||
| 7. Internal Employee Shares | |||||
| 8. Executive Shares |
101,691
|
0.03%
|
101,691
|
0.03%
|
|
| 9. Allocation of Shares to Institutional Investors | |||||
| Total tradable shares subject to sale restrictions |
76,957,374
|
21.99%
|
-57,641,762
|
19,315,612
|
5.52%
|
| II. Tradable Shares with No Sale Restrictions | |||||
| 1. Renminbi common stock |
158,057,601
|
45.16%
|
+57,641,762
|
215,699,363
|
61.62%
|
| 2. Foreign-invested shares listed domestically |
115,000,000
|
32.86%
|
115,000,000
|
32.86%
|
|
| 3. Foreign-invested shares listed overseas | |||||
| 4. Other | |||||
| Total number of tradable shares with no sale restrictions |
273,057,601
|
78.01%
|
+57,641,762
|
330,699,363
|
94.48%
|
| III. Total Number of Shares |
350,014,975
|
100%
|
350,014,975
|
100%
|
|
V. Changes in Shareholdings and Previous Restrictions on Share Sales
1. Shareholding changes of the shareholders whose sale restrictions are being lifted this time since the implementation of the company’s share reform
|
Serial Number
|
Name of Restricted Share Holder
|
Shareholding Status on the Implementation Date of the Share Reform
|
Status of Shares That Have Been Unlocked Prior to This Unlock
|
Status of Shares Not Unlocked Prior to This Unlock
|
Historical Changes in Shareholdings
|
|||
|
Quantity (shares)
|
Percentage of Total Shares (%)
|
Quantity (shares)
|
Percentage of Total Shares (%)
|
Quantity (shares)
|
As a percentage of total shares
Proportion (%)
|
|||
|
1
|
Dalian Bingshan Group Co., Ltd. |
76,855,683
|
21.96%
|
0
|
0.00%
|
76,855,683
|
21.96%
|
No change
|
|
Total
|
76,855,683
|
21.96%
|
0
|
0.00%
|
76,855,683
|
21.96%
|
||
2. Share Restriction Release Status Since the Implementation of the Share Reform
| Serial Number | Date of Publication of the “Notice on the Listing and Circulation of Restricted Shares” | Number of shareholders involved in this share restriction release | Total number of shares released from restriction (shares) | Proportion of the shares released from restriction to the total share capital at the time (%) |
| 1 | January 6, 2007 |
27
|
30,278,000
|
8.65%
|
VI. Conclusive Opinion in the Sponsor Institution’s Verification Report
Upon careful review, Guotai Junan Securities Co., Ltd. has issued the following conclusive opinion regarding the lifting of share restrictions on the company’s restricted shares in this instance:
“Guotai Junan believes that, with the exception of the yet-to-be-implemented equity incentive plan for the management of Daling Shares, the relevant shareholders of Daling Shares have fulfilled the commitments made during the share reform. Consequently, the board’s application for the listing of restricted circulating shares complies with the relevant provisions set forth in the ‘Guiding Opinions on the Share Structure Reform of Listed Companies,’ the ‘Administrative Measures for the Share Structure Reform of Listed Companies,’ and the ‘Operational Guidelines for the Share Structure Reform of Listed Companies.’”
VII. Controlling Shareholder’s Intention Regarding the Held Shares Subject to Sale Restrictions and Its Plan for Reducing Holdings
Does the company’s controlling shareholder and actual controller plan to sell shares through the Shenzhen Stock Exchange’s auction trading system, such that the total sales within six months after the lifting of share sale restrictions reach 5% or more?
□ Yes √ No
The controlling shareholder and the actual controller of the Company hereby undertake that, if they intend to sell, via the Shenzhen Stock Exchange’s auction trading system, the Company’s shares that have been released from sale restrictions and are now tradable, and if the total number of shares sold within six months from the date of the first such sale reaches 5% or more, they shall, no later than two trading days prior to the first sale, disclose a preliminary announcement regarding the proposed sale through the listed company.
VIII. Other Matters
1. Are there any instances of non-operational fund occupation of the company by the holders of the restricted shares whose listing and circulation are being applied for this time?
□ Yes √ No
2. Are there any instances of the company providing unauthorized guarantees to the holder of the restricted shares whose listing and circulation is being applied for this time?
□ Yes √ No
3. Have the holders of the restricted shares subject to this application for listing and circulation engaged in any unauthorized trading of the company’s shares?
□ Yes √ No
4. Shareholders holding more than 1% of the shares whose share sale restrictions have been lifted have submitted commitment letters stating that they are aware of and will strictly comply with the Securities Law, the Measures for the Administration of Takeovers of Listed Companies, the Guiding Opinions on the Transfer of Existing Shares Whose Sale Restrictions Have Been Lifted by Listed Companies, and the relevant business rules of the Shenzhen Stock Exchange.
√ Yes □ Not applicable
IX. Supporting Documents for Review
1. Application Form for Lifting Share Sale Restrictions
2. Opinion Letter of the Sponsor Institution
Board of Directors of Dalian Refrigeration Co., Ltd.
January 18, 2011